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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

     
[X]
 
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2002

     
[   ]
 
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from _______________ to _______________

Commission file number  0-27938

COLUMBIA BANCORP
(Exact name of registrant as specified in its charter)
     
 
 
93-1193156
Oregon
 
(I.R.S. Employer
(State of incorporation)
 
Identification No.)

401 East Third Street, Suite 200
The Dalles, Oregon 97058
(Address of principal executive offices)

(541) 298-6649
(Registrant’s telephone number, including area code)

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES   X              NO       

     Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

     8,170,809 shares of common stock as of October 29, 2002

 


TABLE OF CONTENTS

CONSOLIDATED BALANCE SHEETS
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF CASH FLOWS
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
PART II — OTHER INFORMATION
Item 4. Disclosure Controls and Procedure Report
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K.
SIGNATURES
EXHIBIT 10.1
EXHIBIT 10.2
EXHIBIT 10.3
EXHIBIT 10.4
EXHIBIT 99.1
EXHIBIT 99.2
EXHIBIT 99.3


Table of Contents

COLUMBIA BANCORP

FORM 10-Q

September 30, 2002

INDEX
             
        Page
        Reference
       
PART I — FINANCIAL INFORMATION
       
 
Consolidated Balance Sheets as of September 30, 2002 and December 31, 2001
    3  
 
Consolidated Statements of Income and Comprehensive Income for the three and nine month periods ended September 30, 2002 and 2001
    4  
 
Consolidated Statements of Cash Flows for the nine months ended September 30, 2002 and 2001
    5  
 
Consolidated Statements of Changes in Shareholders’ Equity for the period December 31, 2000 to September 30, 2002
    6  
 
Notes to Consolidated Financial Statements
    7-11  
 
Management’s Discussion and Analysis of Financial Condition and Results of Operations:
       
   
Forward Looking Information
    12  
   
Overview
    12-13  
   
Material Changes in Financial Condition
    13  
   
Material Changes in Results of Operations
    13-14  
   
Loan Loss Provision
    14  
   
Liquidity and Capital Resources
    15  
 
Quantitative and Qualitative Disclosures about Market Risk
    15  
 
Critical Accounting Policies
    15  
 
PART II — OTHER INFORMATION
       
 
Item 4. Disclosure Controls and Procedures Report
    16  
 
Item 5. Other Information
    16  
 
Item 6. Exhibits and Reports on Form 8-K
    17  
 
Signatures
    17  

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COLUMBIA BANCORP AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS

                     
        September 30,   December 31,
        2002   2001
       
 
        (Unaudited)   (Audited)
ASSETS
               
Cash and due from banks
  $ 21,735,766     $ 19,813,111  
Interest-bearing deposits with other banks
    22,802,307       1,275,462  
Federal funds sold
    13,800,000       1,525,165  
 
   
     
 
   
Total cash and cash equivalents
    58,338,073       22,613,738  
Investment securities available-for-sale
    13,127,154       18,802,107  
Investment securities held-to-maturity
    20,081,849       22,657,264  
Restricted equity securities
    2,653,300       2,072,300  
 
   
     
 
   
Total investment securities
    35,862,303       43,531,671  
Loans held-for-sale
    8,913,445       18,959,979  
Loans, net of allowance for loan losses and unearned loan fees
    412,107,122       361,323,121  
Property and equipment, net of depreciation
    14,275,984       13,887,846  
Goodwill, net of amortization
    7,389,094       7,389,094  
Accrued interest receivable
    4,435,381       3,485,533  
Other assets
    10,500,936       11,015,723  
 
   
     
 
   
Total assets
  $ 551,822,338     $ 482,206,705  
 
   
     
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
               
Deposits:
               
 
Noninterest-bearing demand deposits
  $ 127,779,252     $ 108,521,784  
 
Interest-bearing demand accounts
    180,661,511       136,967,524  
 
Savings accounts
    32,612,025       32,237,233  
 
Time certificates
    122,912,262       116,908,960  
 
   
     
 
   
Total deposits
    463,965,050       394,635,501  
Notes payable
    30,740,060       35,904,542  
Accrued interest payable and other liabilities
    4,794,266       5,221,730  
 
   
     
 
   
Total liabilities
    499,499,376       435,761,773  
 
   
     
 
Shareholders’ equity:
               
 
Common stock, no par value; 20,000,000 shares authorized, 8,161,409 issued and outstanding (8,037,078 at December 31, 2001)
    15,494,524       14,679,226  
 
Additional paid-in capital
    6,054,368       6,054,368  
 
Retained earnings
    30,549,725       25,373,550  
 
Accumulated other comprehensive income, net of taxes
    224,345       337,788  
 
   
     
 
   
Total shareholders’ equity
    52,322,962       46,444,932  
 
   
     
 
   
Total liabilities and shareholders’ equity
  $ 551,822,338     $ 482,206,705  
 
   
     
 

See accompanying notes.

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COLUMBIA BANCORP AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(Unaudited)

                                     
        Three months ended   Nine months ended
        September 30,   September 30,
       
 
        2002   2001   2002   2001
       
 
 
 
INTEREST INCOME
                               
Interest and fees on loans
  $ 9,273,326     $ 8,285,519     $ 26,157,330     $ 23,908,256  
Interest on investments
                               
   
Taxable investment securities
    253,925       357,627       828,398       1,272,962  
   
Nontaxable investment securities
    199,683       216,651       610,509       657,009  
Other interest income
    114,750       86,889       271,613       357,893  
 
   
     
     
     
 
   
Total interest income
    9,841,684       8,946,686       27,867,850       26,196,120  
INTEREST EXPENSE
                               
Interest-bearing demand and savings
    561,031       858,999       1,267,691       2,909,517  
Interest on time deposit accounts
    1,175,237       1,641,520       3,564,905       4,979,543  
Interest on other borrowed funds
    338,619       494,229       1,037,815       1,430,966  
 
   
     
     
     
 
   
Total interest expense
    2,074,887       2,994,748       5,870,411       9,320,026  
 
   
     
     
     
 
NET INTEREST INCOME
    7,766,797       5,951,938       21,997,439       16,876,094  
PROVISION FOR LOAN LOSSES
    600,000       250,000       1,700,000       875,000  
 
   
     
     
     
 
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES
    7,166,797       5,701,938       20,297,439       16,001,094  
NONINTEREST INCOME
                               
Service charges and fees
    1,048,565       762,477       3,059,044       2,234,160  
Net Mortgage Group revenues
    404,961       703,414       1,756,171       3,077,982  
Credit card discounts and fees
    131,529       262,832       317,432       623,070  
Financial services department income
    139,928       104,484       459,020       376,000  
Other noninterest income
    511,837       225,358       1,498,659       749,959  
 
   
     
     
     
 
   
Total noninterest income
    2,236,820       2,058,565       7,090,326       7,061,171  
NONINTEREST EXPENSE
                               
Salaries and employee benefits
    3,423,977       2,882,801       9,821,493       8,255,923  
Occupancy expense
    527,649       450,096       1,494,199       1,363,342  
Goodwill amortization
          157,155             471,467  
Credit card processing fees
    28,227       178,663       78,681       433,067  
Data processing expense
    85,104       84,391       275,475       224,454  
Other noninterest expenses
    1,476,152       1,348,848       4,680,767       3,929,498  
 
   
     
     
     
 
   
Total noninterest expense
    5,541,109       5,101,954       16,350,615       14,677,751  
 
   
     
     
     
 
INCOME BEFORE INCOME TAXES
    3,862,508       2,658,549       11,037,150       8,384,514  
PROVISION FOR INCOME TAXES
    1,338,008       938,253       3,910,117       3,099,595  
 
   
     
     
     
 
NET INCOME
  $ 2,524,500     $ 1,720,296     $ 7,127,033     $ 5,284,919  
 
   
     
     
     
 
OTHER COMPREHENSIVE INCOME, NET OF TAXES
                               
Unrealized holding gains (losses) arising during the period
  $ (210,152 )     97,737     $ (313,539 )     374,566  
Reclassification adjustment for (gains) losses included in net income
    215,730       (162 )     200,096       27,368  
 
   
     
     
     
 
 
    5,578       97,575       (113,443 )     401,934  
 
   
     
     
     
 
COMPREHENSIVE INCOME
  $ 2,530,078     $ 1,817,871     $ 7,013,590     $ 5,686,853  
 
   
     
     
     
 
Earnings per share of common stock
                               
   
Basic
  $ 0.31     $ 0.21     $ 0.88     $ 0.66  
   
Diluted
  $ 0.30     $ 0.21     $ 0.85     $ 0.65  
Weighted average common shares outstanding
                               
   
Basic
    8,135,574       8,015,308       8,101,872       8,034,040  
   
Diluted
    8,385,738       8,182,086       8,369,880       8,172,441  

See accompanying notes.

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COLUMBIA BANCORP AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

                   
      Nine months ended
      September 30,
     
      2002   2001
     
 
CASH FLOWS RELATED TO OPERATING ACTIVITIES
               
Net income
  $ 7,127,033     $ 5,284,919  
Adjustments to reconcile net income to net cash from operating activities:
               
 
Gain on sale or call of investments
    (296,548 )     (27,368 )
 
Depreciation and amortization
    1,546,999       1,217,346  
 
Impairment of mortgage servicing asset
    1,948,580       355,000  
 
Federal Home Loan Bank stock dividend
    (112,994 )     (88,255 )
 
Provision for loan losses
    1,700,000       875,000  
Increase (decrease) in cash due to changes in assets/liabilities:
               
 
Accrued interest receivable
    (949,848 )     (418,044 )
 
Other assets
    (1,395,504 )     (3,230,459 )
 
Accrued interest payable and other liabilities
    (427,464 )     2,760,812  
 
   
     
 
 
NET CASH FROM OPERATING ACTIVITIES
    9,140,254       6,728,951  
 
   
     
 
CASH FLOWS FROM INVESTING ACTIVITIES
               
Proceeds from the sale of available-for-sale securities
    1,437,013       18,471,453  
Proceeds from maturity of available-for-sale securities
    4,050,000       2,475,000  
Proceeds from the maturity of held-to-maturity securities
    2,544,950       1,177,751  
Purchases of held-to-maturity securities
          (5,499,452 )
Net purchase of restricted equity securities
    (468,200 )     (275,700 )
Net change in loans made to customers
    (42,437,467 )     (76,340,719 )
Payments made for purchases of property and equipment
    (1,581,778 )     (460,385 )
 
   
     
 
 
NET CASH FROM INVESTING ACTIVITIES
    (36,455,482 )     (60,452,052 )
 
   
     
 
CASH FLOWS FROM FINANCING ACTIVITIES
               
Net change in demand deposit and savings accounts
    63,326,247       28,225,294  
Net proceeds from time deposits
    6,003,302       21,170,219  
Net increase (decrease) in notes payable
    (5,164,482 )     13,538,920  
Dividends paid
    (1,940,802 )     (1,931,259 )
Proceeds from stock options exercised and sales of common stock
    815,298       133,934  
 
   
     
 
 
NET CASH FROM FINANCING ACTIVITIES
    63,039,563       61,137,108  
 
   
     
 
NET INCREASE IN CASH AND CASH EQUIVALENTS
    35,724,335       7,414,007  
CASH AND CASH EQUIVALENTS, beginning of period
    22,613,738       27,116,631  
 
   
     
 
CASH AND CASH EQUIVALENTS, end of period
  $ 58,338,073     $ 34,530,638  
 
   
     
 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
               
Interest paid in cash
  $ 5,652,182     $ 9,383,289  
Taxes paid in cash
  $ 2,916,000     $ 2,170,219  
SCHEDULE OF NONCASH ACTIVITIES
               
Change in unrealized gain (loss) on available-for-sale securities, net of taxes
  $ (113,443 )   $ 401,934  
Cash dividend declared and payable after quarter-end
  $ 652,913     $ 641,658  

See accompanying notes

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COLUMBIA BANCORP AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

                                                 
                                    Accumulated        
                    Additional           Other   Total
            Common   Paid-in   Retained   Comprehensive   Shareholders’
    Shares   Stock   Capital   Earnings   Income   Equity
   
 
 
 
 
 
BALANCE, December 31, 2000 (Audited)
    8,029,422     $ 14,461,771     $ 6,379,393     $ 20,569,918     $ (84,917 )   $ 41,326,165  
Stock options exercised
    57,656       307,455                         307,455  
Income tax benefit from stock options exercised
                12,478                   12,478  
Stock repurchase
    (50,000 )     (90,000 )     (337,503 )                     (427,503 )
Cash dividend paid or declared
                      (2,570,085 )           (2,570,085 )
Net Income and Comprehensive Income
                      7,373,717       422,705       7,796,422  
 
   
     
     
     
     
     
 
BALANCE, December 31, 2001 (Audited)
    8,037,078     $ 14,679,226     $ 6,054,368     $ 25,373,550     $ 337,788     $ 46,444,932  
 
   
     
     
     
     
     
 
Stock options exercised
    124,331       815,298                               815,298  
Cash dividend paid or declared
                            (1,950,858 )             (1,950,858 )
Net Income and Comprehensive Income
                            7,127,033       (113,443 )     7,013,590  
 
   
     
     
     
     
     
 
BALANCE, September 30, 2002 (Unaudited)
    8,161,409     $ 15,494,524     $ 6,054,368     $ 30,549,725     $ 224,345     $ 52,322,962  
 
   
     
     
     
     
     
 

See accompanying notes.

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COLUMBIA BANCORP AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.    Principles of Consolidation
     
       The interim consolidated financial statements include the accounts of Columbia Bancorp, a financial holding company (“Columbia”), and its wholly-owned subsidiary Columbia River Bank (“CRB”), after elimination of intercompany transactions and balances. CRB is an Oregon state-chartered bank, headquartered in The Dalles, Oregon. Substantially all activity of Columbia is conducted through its subsidiary bank, CRB.
     
       The interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. The financial information included in this interim report has been prepared by management. Columbia’s annual report contains audited financial statements. All adjustments, including normal recurring accruals necessary for fair presentation of results of operations for the interim periods included herein, have been made. The results of operations for the nine months ended September 30, 2002 are not necessarily indicative of results to be anticipated for the year ending December 31, 2002.

2. Loans and Reserve for Loan Losses
     
       The composition of the loan portfolio was as follows:

                 
    September 30,   December 31,
    2002   2001
   
 
    (Unaudited)   (Audited)
Commercial
  $ 75,554,522     $ 64,163,290  
Agriculture
    61,266,590       54,934,115  
Real estate
    257,055,506       223,678,195  
Consumer
    20,647,428       19,802,296  
Other
    5,286,940       5,250,634  
 
   
     
 
 
    419,810,986       367,828,530  
Allowance for loan losses
    (6,427,163 )     (5,311,715 )
Deferred loan fees
    (1,276,701 )     (1,193,694 )
 
   
     
 
 
  $ 412,107,122     $ 361,323,121  
 
   
     
 

     Changes in the allowance for loan losses were as follows for the nine months ended September 30:

                 
    2002   2001
   
 
    (Unaudited)   (Unaudited)
Balance at beginning of period
  $ 5,311,715     $ 4,577,941  
Provision charged to operations
    1,700,000       875,000  
Recoveries
    176,818       57,576  
Loans charged off
    (761,370 )     (170,844 )
 
   
     
 
Balance at end of period
  $ 6,427,163     $ 5,339,673  
 
   
     
 
     
       Columbia has adopted a policy for placement of loans on nonaccrual status after they become 90 days past due unless otherwise formally waived. Further, Columbia may place loans that are not contractually past due or that are deemed fully collateralized on nonaccrual status to promote better oversight and review of loan arrangements. Loans on nonaccrual status at September 30, 2002 and December 31, 2001 were approximately $936,934, and $889,538, respectively.

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       At September 30, 2002, Columbia identified loans totaling $28,285 on which the interest rate or payment schedules were modified from original terms to accommodate borrowers’ weakened financial positions. Loans in this category totaled $113,453 at December 31, 2001.
     
       At September 30, 2002, Columbia had $553,100 in other real estate owned (“OREO”), which represents assets held through loan foreclosure or recovery activities. There was $349,213 in OREO at December 31, 2001. These amounts are identified in “other assets” on the balance sheet.

3.    Segment Information
     
       Columbia operates two primary segments; the community banking segment and the mortgage banking segment. The community banking segment consists of Columbia’s subsidiary, Columbia River Bank, which operates 14 bank branches in Oregon and two branches in Washington. The Bank offers loan, investment, and deposit products to its customers who range from individuals to medium-sized agricultural and commercial companies. The mortgage banking segment consists of Columbia Mortgage Group, headquartered in Bend, Oregon, with an additional nine offices in Oregon. Columbia Mortgage Group offers a full range of mortgage lending services and products to its clients.
     
       During the first three quarters of 2002, the mortgage servicing asset value was reduced by $1,948,580. The impact of this valuation adjustment is reflected in the year-to-date loss for 2002 on mortgage banking activities of ($427,825) on a before-tax basis. Subsequent to the year ended December 31, 2001, management evaluated the internal controls and accounting processes of the Mortgage Group. As a result of this evaluation, certain activities were reclassified for internal financial statement purposes, thus affecting account level detail of the internal segment reporting process. For example, secondary marketing activities, such as gains and losses on mortgage loan sales, derivative gains and losses, and unrealized net pipeline gains and losses, are currently aggregated as a line item under non-interest income. Prior to December 31, 2001, related gains were reported in non-interest income and related losses were reported in non-interest expense. Due to the overall volume and nature of transactions that impact secondary marketing activities, management determined it to be impracticable and of minimal benefit to restate prior interim periods for these account reclassification changes. The overall performance of the Bank and the overall composition of the reportable segments remain unchanged as a result of these internal segment reporting process changes.

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       Financial information that Columbia’s management uses to evaluate the reportable segments and the reconciliation to Columbia’s consolidated results are summarized as follows:

                         
    Community   Mortgage        
    Banking   Banking   Consolidated
   
 
 
Nine months ended September 30, 2002
                       
Net interest income before provision for loan losses
  $ 21,614,379     $ 383,060     $ 21,997,439  
Noninterest income
    4,927,775       2,162,551       7,090,326  
Depreciation and amortization
    824,006       722,993       1,546,999  
Impairment of mortgage servicing rights
          1,948,580       1,948,580  
Income before provision for income taxes
    11,464,975       (427,825 )     11,037,150  
Total assets
    535,803,032       16,019,306       551,822,338  
Nine months ended September 30, 2001
                       
Net interest income before provision for loan losses
  $ 16,249,443     $ 626,651     $ 16,876,094  
Noninterest income
    3,555,234       3,505,937       7,061,171  
Depreciation and amortization
    913,565       303,781       1,217,346  
Impairment of mortgage servicing rights
          355,000       355,000  
Income before provision for income taxes
    6,603,411       1,781,103       8,384,514  
Total assets
    437,766,760       44,439,945       482,206,705  

4.    Earnings Per Share
     
       Basic earning per share excludes dilution and is computed by dividing net income by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution that could occur if common shares were issued pursuant to the exercise of options under stock option plans. Weighted average shares outstanding consist of common shares outstanding and common stock equivalents attributable to outstanding stock options.
 
       The weighted average number of shares and common share equivalents have been adjusted for all prior stock dividends or splits.

5.    Recently Issued Accounting Standards
     
       In October 2002, the FASB issued FASB Statement No. 147, “Acquisitions of Certain Financial Institutions.” This Statement provides guidance on the accounting for the acquisition of a financial institution and applies to all acquisitions except those between two or more mutual enterprises. The provisions of Statement 147 reflect the following important conclusions reached by the Board:

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       The excess of the fair value of liabilities assumed over the fair value of tangible and identifiable intangible assets acquired in a business combination represents goodwill that should be accounted for under FASB Statement No.142, Goodwill and Other Intangible Assets. Thus, the specialized accounting guidance in paragraph 5 of FASB Statement No. 72, “Accounting for Certain Acquisitions of Banking or Thrift Institutions,” will not apply after September 30, 2002. If certain criteria in Statement 147 are met, the amount of the unidentifiable intangible asset will be reclassified to goodwill upon adoption of that Statement.
 
       Financial institutions meeting conditions outlined in Statement 147 will be required to restate previously issued financial statements. The objective of that restatement requirement is to present the balance sheet and income statement as if the amount accounted for under Statement 72 as an unidentifiable intangible asset had been reclassified to goodwill as of the date Statement 142 was initially applied. (For example, a financial institution that adopted Statement 142 on January 1, 2002, would retroactively reclassify the unidentifiable intangible asset to goodwill as of that date and restate previously issued income statements to remove the amortization expense recognized in 2002). Those transition provisions are effective on October 1, 2002; however, early application is permitted.
 
       The scope of FASB Statement No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, is amended to include long-term customer-relationship intangible assets such as depositor- and borrower-relationship intangible assets and credit cardholder intangible assets.
     
       Columbia’s management does not expect that the application provisions of this statement will have a material impact on Columbia’s consolidated financial statements.
 
       In June 2002, the Financial Accounting Standards Board (FASB) issued SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities.” This Statement addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force (EITF) Issue No. 94-3, “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring).” The statement is effective for exit or disposal activities that are initiated after December 31, 2002, with early application encouraged. Columbia’s management does not expect that the application of the provisions of this statement will have a material impact on Columbia’s consolidated financial statements.
 
       In April 2002, the FASB issued SFAS No. 145, “Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections.” This Statement rescinds FASB Statement No. 4, “Reporting Gains and Losses from Extinguishment of Debt,” and an amendment of that Statement, FASB Statement No. 64, “Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements.” This Statement also rescinds FASB Statement No. 44, “Accounting for Intangible Assets of Motor Carriers.” This Statement amends FASB Statement No. 13, “Accounting for Leases,” to eliminate an inconsistency between the required accounting for sale-leaseback transactions and the required accounting for certain lease modifications that have economic effects that are similar to sale-leaseback transactions. This Statement also amends other existing authoritative pronouncements to make various technical corrections, clarify meanings, or describe their applicability under changed conditions. Columbia’s management does not expect that the application of the provisions of this statement will have a material impact on Columbia’s consolidated financial statements.
 
       Other issued but not yet required FASB statements are not currently applicable to Columbia’s

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  operations. Management believes these pronouncements will have no material effect upon Columbia’s financial position or results of operations.

6.    Management’s Estimates and Assumptions
     
       In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and revenues and expenses for the period. Actual results could differ significantly from those estimates. Significant estimations made by management primarily involve the calculation of the allowance for loan losses and valuation of the mortgage-servicing asset.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD LOOKING INFORMATION

     Forward-looking statements with respect to the financial condition, results of operations and the business of Columbia are subject to certain risks and uncertainties that could cause actual results to differ materially from those set forth in such statements. These include, without limitation, the impact of competition and interest rates on revenues and margins, and other risks and uncertainties, including statements relating to the year 2002, as may be detailed from time to time in Columbia’s public announcements and filings with the Securities and Exchange Commission (“SEC”). Forward-looking statements can be identified by the use of forward-looking terminology, such as “may”, “will”, “should”, “expect”, “anticipate”, “estimate”, “continue”, “plans”, “intends”, or other similar terminology. Columbia does not intend to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date of this press release, other than in its periodic filings with the SEC, or to reflect the occurrence of unanticipated events.

OVERVIEW

     Highlights for the third quarter to date (“QTD”) and year to date (“YTD”) of 2002 as compared to the same periods in 2001 for Columbia Bancorp (“Columbia”) are as follows:

          QTD net income up 47%, to $2.52 million
 
          QTD return on equity (ROE) increases to 19.58%
 
          QTD net interest margin reported at 6.42%
 
          QTD efficiency ratio drops to 55.39%
 
          YTD net income up 35%, to $7.13 million
 
          YTD return on equity (ROE) increases to 19.22%
 
          YTD net interest margin reported at 6.40%
 
          YTD efficiency ratio drops to 56.21%interest margin reported at 6.39%

     Columbia reported net income of $7,127,033, or $.85 per diluted share for the nine months ended September 30, 2002. This represented a 35% increase in net income, as compared to $5,284,919, or $.65 per diluted share for the nine months ended September 30, 2001.

     The net income added to shareholders’ equity during the first nine months of 2002 was offset, in part, by dividends declared and paid of $1,950,858. A second quarter dividend of $.08 per share was paid August 1 to shareholders of record on July 15. On September 25 the Bancorp Board of Directors declared a third quarter dividend of $.08 per share payable November 1 to shareholders of record on October 15. With the payment of the declared dividend, approximately 27% of earnings will have been returned to shareholders, the remainder being retained to fund the continued growth of Columbia.

     The book value of the mortgage-servicing asset as of the quarter ended September 30, 2002 was $5.2 million. Columbia is servicing $478.3 million in mortgage loans, or a 1.09 multiple of the mortgage-servicing asset. Management believes improved risk management measures, lower capitalization rates and reduced amortization lives have improved the overall quality of the mortgage-servicing asset.

     The open mortgage pipeline as of September 30, 2002, consisted of $31,362,543 in locked loans. These loans were covered by derivatives that included $25 million in forward call options. The purpose

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of hedging the open mortgage pipeline is to reduce the risk of exposure to interest rate volatility. The unrealized value of the mortgage loans was a gain of $182,618 and the unrealized loss on the derivative contracts was ($145,820), for a net open position of $36,798.

MATERIAL CHANGES IN FINANCIAL CONDITION

     Changes in the balance sheet for the nine months ended September 30, 2002 include an increase in total assets, primarily in loans, interest bearing deposits with other banks and fed funds, and an increase in total liabilities, primarily in total deposits.

     At September 30, 2002, total assets increased 14.4%, or approximately $69.6 million, over total assets at December 31, 2001. Major components of the change in total assets were (since 12/31/01):

          $52.0 million increase in gross loans
 
          $10.0 million decrease in loans held-for-sale
 
          $5.7 million decrease in investment securities available for sale
 
          $35.7 million increase in cash and cash equivalents

     The increase in loans is reflected in all loan categories including agriculture, commercial, real estate and consumer. Management attributes the increase in real estate loans to a continued diversified growth in the Bend real estate market. The attractive low interest rate environment as well as the continued penetration within Columbia’s market areas has also affected the growth in real estate loans as well as all other categories.

     The increase in assets over the last nine months was funded by strong deposit growth of $69.3 million, specifically as follows:

          Noninterest-bearing deposits increased $19.3 million
 
          Interest-bearing demand deposits increased $43.7 million
 
          Savings deposits increased $0.4 million
 
          Time certificate deposits increased $6.0 million

     Interest-bearing deposit increases are due to the promotion of a new premium money market account, while increases in time certificates are due to the purchase of brokered certificates of deposit. Columbia had $20.3 million in brokered certificates of deposit at September 30, 2002.

     Notes payable decreased $5.2 million in the nine months ended September 30, 2002. Because the deposit growth exceeded net loan growth, Columbia was able to decrease its borrowings, increase its overall federal funds sold by $12.3 million and its interest bearing deposits with other banks, primarily funds held at Federal Home Loan Bank, by $21.5 million.

     All other changes experienced in asset and liability categories during the first nine months of 2002 were comparatively modest.

MATERIAL CHANGES IN RESULTS OF OPERATIONS

     Total interest income increased $1,671,730 for the nine months ended September 30, 2002, and $894,998 for the quarter ended September 30, 2002, as compared to the same periods in 2001. This increase is primarily due to the increase in loans held in 2002 as compared to 2001.

     Total interest expense decreased $3,449,615 or 37.0% for the nine months ended September 30, 2002, or $919,861 or 30.7% for the quarter ended September 30, 2002, as compared to the same periods in 2001. The decrease is primarily due to well-disciplined deposit pricing management and a steady decrease in the interest rate environment over the last eighteen months.

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     Columbia’s net interest income increased by $5,121,345 for the nine months ended September 30, 2002 and $1,814,859 for the quarter ended September 30, 2002, as compared to the same periods in 2001. Management believes the increase in net interest income is due primarily to higher loan volumes producing greater interest income, specifically real estate construction lending where loan interest and fee income increased $3.2 million for the nine months ended September 30, 2002 over the same period the prior year. The increases in interest income exceeded the interest expense incurred to fund this growth.

     Noninterest income increased $29,155 for the nine months ended September 30, 2002, and $178,255 for the quarter ended September 30, 2002, as compared to the same periods in 2001. This slight increase is attributable primarily to an increase in net Non-Sufficient Funds (“NSF”) fees of $900,263 year to date over the previous year, due to management’s implementation of a new overdraft product called Bounce Protection. This product is an overdraft privilege, where as long as the account is in good standing, Columbia may honor overdrafts up to the Bounce Protection limit on the account while collecting the standard NSF fee. Net Mortgage Group revenue decreased $1.6 million for the nine months ended September 30, 2002 as compared to the nine months ended September 30, 2001. The $1.9 million in mortgage servicing asset valuation adjustments during 2002 prevented the increase in noninterest income from being any larger.

     Noninterest expense increased $1,672,864 for the nine months ended September 30, 2002, and $439,155 for the quarter ended September 30, 2002, as compared to the comparable 2001 periods. The increase was primarily attributable to an enhanced incentive compensation program for employees and other expenses which were impacted by the increase in business volumes. Diluted net income per common share increased to $.85 for the first nine months of 2002 from $.65 for the first nine months of 2001, and $.30 for the quarter ended September 30, 2002 as compared to $.21 for the same quarter in 2001.

     In June 2001, the Financial Accounting Standards Board (“FASB”) issued Statements of Financial Accounting Standards No. 141, Business Combinations, and No. 142, Goodwill and Other Intangible Assets, effective for fiscal years beginning after December 15, 2001. Under the new rules, goodwill (and intangible assets deemed to have indefinite lives) are no longer amortized and are subject to annual impairment tests in accordance with the Statements. Other intangible assets continue to be amortized over their useful lives.

     Columbia applied the new rules in accounting for goodwill and other intangible assets during the first quarter of 2002. Application of the nonamortization provisions of the Statement resulted in an increase in net income of $471,467 for the first nine months of 2002.

LOAN LOSS PROVISION

     During the nine months ended September 30, 2002, Columbia charged a $1,700,000 loan loss provision to operations, as compared to $875,000 charged during the same period in 2001. Loans charged off, net of loan recoveries, was $584,552 during the nine months ended September 30, 2002, as compared to net charged off loans of $113,268 for the same period in 2001.

     Management believes that the reserve for loan losses is adequate for potential loan losses, based on management’s assessment of various factors, including present delinquent and nonperforming loans, past history of industry loan loss experience, and present economic trends impacting the areas and customers served by Columbia.

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LIQUIDITY AND CAPITAL RESOURCES

     Columbia has adopted policies in order to meet the liquidity needs in the financial environment as well as to ensure sufficient funds are available to meet customers’ needs for borrowing and deposit withdrawals. Generally, Columbia’s major sources of liquidity are customer deposits, sales and maturities of investment securities, the use of federal funds markets, brokered certificates of deposit and net cash provided by operating activities. Scheduled loan repayments are a relatively stable source of funds, while deposit inflows and unscheduled loan prepayments, which are influenced by general interest rate levels, interest rates available on other investments, competition, economic conditions and other factors, are not.

     The third quarter of 2002 saw an increase in Columbia’s liquidity position as a result of the demand deposit growth, specifically the new premium money market account. As of September 30, 2002, this premium money market account had a combined total balance of $49 million.

     The analysis of liquidity also includes a review of the changes that appear in the consolidated statement of cash flows for the first nine months of 2002. The statement of cash flows includes operating, investing and financing categories. Net cash from operating activities was $9.1 million, which is adjusted for non-cash items and increases or decreases in cash due to changes in certain assets and liabilities. Investing activities consist primarily of both proceeds from and purchases of securities, and the impact of the net growth in loans. Financing activities present the cash flows associated with deposit and loan accounts, and reflect the dividends paid to shareholders.

     Columbia’s capital was leveraged to meet loan growth during the third quarter 2002. Management plans to manage the balance sheet during the remainder of the year in order to remain well capitalized.

     The Federal Reserve Board (“FRB”) and Federal Deposit Insurance Corporation (“FDIC”) have established minimum requirements for capital adequacy for bank holding companies and member banks. The requirements address both risk-based capital and leveraged capital. The regulatory agencies may establish higher minimum requirements if, for example, a corporation has previously received special attention or has a high susceptibility to interest rate risk. The following reflects Columbia’s various capital ratios at September 30, 2002, as compared to regulatory minimums.

                 
    At September 30, 2002   Regulatory Minimum
   
 
Tier-one capital
    9.36 %     4 %
Total risk-based capital
    10.61 %     8 %
Leverage ratio
    8.30 %     4 %

Quantitative and Qualitative Disclosures about Market Risk

     There has not been a material change in the quantitative and qualitative market risks faced by Columbia from the risk disclosures reported in Columbia’s form 10-K covering the fiscal year ended December 31, 2001.

CRITICAL ACCOUNTING POLICIES

     Various elements of Columbia’s accounting policies are inherently subject to estimation techniques, valuation assumptions and other subjective assessments. In particular, management has identified two policies that, due to the judgments, estimates and assumptions inherent in those policies, are critical to an understanding of our consolidated financial statements. These policies relate to the valuation of our mortgage-servicing asset, rate lock commitments and the methodology for the determination of our allowance for loan losses.

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     There are other complex accounting standards that require the Company to employ significant judgment in interpreting and applying certain of the principles prescribed by those standards. These judgments include, but are not limited to, the determination of whether a financial instrument or other contract meets the definition of a derivative and qualifies for hedge accounting in accordance with Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities.” These policies and the judgments, estimates and assumptions are described in greater detail in the preceding sections of Management’s Discussion and Analysis and in Note 1 to the consolidated financial statements included in the Company’s 2001 Annual Report on Form 10-K. We believe that the judgments, estimates and assumptions used in the preparation of our consolidated financial statements are appropriate given the factual circumstances at the time. However, given the sensitivity of our consolidated financial statements to these critical accounting policies, the use of other judgments, estimates and assumptions could result in material differences in our results of operations or financial condition.

PART II — OTHER INFORMATION

Item 4. Disclosure Controls and Procedure Report

     Within the 90-day period prior to filing of this report, an evaluation was carried out under the supervision and with the participation of Columbia Bancorp’s management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule [13a-14(c)/15d-14(c)] under the Securities Exchange Act of 1934). Based on their evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are, to the best of their knowledge, effective to ensure that information required to be disclosed by Columbia Bancorp in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. Subsequent to the date of their evaluation, the Company did not make any significant changes in, nor take any corrective actions regarding its internal controls or other factors that could significantly affect these controls.

Item 5. Other Information

     Columbia Bancorp’s subsidiary Columbia River Bank has entered into salary continuation, deferred bonus and split dollar life insurance agreements with certain of its key executive officers. The purpose of these agreements is to provide incentives for key personnel to remain in the employ of Columbia River Bank. In connection with the agreements, the Bank purchased certain life insurance policies (“BOLI”). The executives covered by such agreements are Roger L. Christensen, President and Chief Executive Officer; James C. McCall, Executive Vice President and Chief Operating Officer; Greg B. Spear, Executive Vice President and Chief Financial Officer; Craig J. Ortega, Executive Vice President and Head of Community Banking; and Britt W. Thomas, Executive Vice President and Chief Credit Officer. Copies of the agreements with Roger Christensen are attached to this Form 10-Q as Exhibits. Except for specific financial terms, the agreements with the other senior executive officers are substantially the same. The agreements were approved by the Bank’s Board of Directors on July 18, 2002.

     Columbia Bancorp has entered into a phantom stock agreement with its President and Chief Executive Officer, Roger L. Christensen. The purpose of the agreement is to provide incentives in the form of phantom stock to this executive. Compensation under the agreement is directly tied to the achievement of certain Columbia Bancorp performance goals. A copies of the agreement is attached to this Form 10-Q as an Exhibit. The agreement was approved by the Bank’s Board of Directors on July 18, 2002.

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Item 6. Exhibits and Reports on Form 8-K.

(a)    Exhibit 10.1 — Executive Salary Continuation Agreement between Columbia River Bank and Roger L. Christensen
 
(b)    Exhibit 10.2 — Executive Bonus Deferral Agreement between Columbia River Bank and Roger L. Christensen
 
(c)    Exhibit 10.3 — Split Dollar Agreement between Columbia River Bank and Roger L. Christensen
 
(d)    Exhibit 10.4 — Phantom Stock Agreement between Columbia Bancorp and Roger L. Christensen
 
(e)    Exhibit 99.1 — Certification Pursuant to 18 U.S.C. Section 1350
 
(f)    Exhibit 99.2 — Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350
 
(g)    Exhibit 99.3 — Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350
 
(c)    No current reports on Form 8-K were filed during the quarter ended September 30, 2002.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
     
    COLUMBIA BANCORP
 
Dated: November 13, 2002   /s/ Roger L. Christensen
   
    Roger L. Christensen
President & Chief Executive Officer
 
Dated: November 13, 2002   /s/ Greg B. Spear
   
    Greg B. Spear
Executive Vice President & Chief Financial Officer

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